[Form 4] Co-Diagnostics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Co-Diagnostics, Inc. director Edward L. Murphy received a grant of 125,000 restricted stock units (RSUs) that convert to common stock upon vesting. Each RSU represents the right to one share. After the grant, Mr. Murphy beneficially owns 228,333 common shares in total, of which 103,333 represent previously held underlying shares and 125,000 are the newly granted RSUs. The RSUs were granted under the company’s 2015 Long Term Incentive Plan and carry an exercise/issue price of $0.00 (i.e., are compensation awards). The RSUs vest in six installments beginning on 11/23/2025 and continue every six months thereafter.

Positive

• Alignment of interests: RSUs link director compensation to shareholder value by converting to common stock upon vesting
• Documented vesting schedule: RSUs vest in six installments beginning 11/23/2025, supporting retention incentives

Negative

• Potential dilution: 125,000 RSUs convert to common shares upon vesting, increasing outstanding share count when issued
• Limited disclosure on materiality: Filing does not state total shares outstanding or plan reserve, restricting assessment of dilution magnitude

Insights

Financial Analyst

TL;DR: Director granted 125,000 RSUs increases beneficial ownership to 228,333 shares; compensation-structured award vests over three years.

The grant is a standard equity compensation mechanism to align management and board interests with shareholders. The award has no cash exercise price and will convert one-for-one to common stock upon vesting, creating potential dilution when shares issue. The post-grant beneficial ownership of 228,333 shares quantifies the director's economic stake, but material impact on share count depends on total shares outstanding, which is not provided in this filing.

Corporate Governance Expert

TL;DR: Typical board-level equity award tied to long-term incentives; vesting schedule promotes retention but increases near-term share issuance risk.

The grant under the 2015 Long Term Incentive Plan follows common governance practice for director compensation. Six equal installments starting 11/23/2025 indicate a multi-year retention design. The filing clearly documents the award terms and ownership update; it does not disclose grant rationale, grant date valuation, or the company’s remaining share reserve under the plan, limiting assessment of governance impact.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MURPHY TED

(Last) (First) (Middle)

2401 S. FOOTHILL DRIVE SUITE D

(Street)

SALT LAKE CITY UT 84109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Co-Diagnostics, Inc. [ CODX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/13/2025		A		125,000		(2)	(2)	Common Stock	103,333	$0.00	228,333	D

Explanation of Responses:

1. Granted pursuant to Issuer's 2015 Long Term Incentive Plan, as amended. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting, one share of the Issuer's common stock.

2. RSU vests in 6 installments commencing on 11/23/25 and continues every 6 months thereafter.

Remarks:

	/s/ Edward L. Murphy	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Co-Diagnostics (CODX) disclose about Edward L. Murphy's transaction?

He was granted 125,000 restricted stock units (RSUs) under the 2015 Long Term Incentive Plan, raising his beneficial ownership to 228,333 shares.

How do the granted RSUs for CODX vest?

The 125,000 RSUs vest in six installments beginning on 11/23/2025 and continue every six months thereafter.

What is the price or cost associated with the RSUs reported for CODX?

The RSUs are reported with a price of $0.00, indicating they are compensation awards rather than purchased securities.

Under which plan were the CODX RSUs granted?

The award was granted pursuant to the issuer’s 2015 Long Term Incentive Plan, as amended.

How many shares does Edward L. Murphy beneficially own after the reported transaction?

He beneficially owns 228,333 shares following the grant, including 103,333 underlying common shares and 125,000 RSUs granted.